VerifyMe, Inc. — Major Shareholding Notification 2009

Sep 21, 2009

SC 13D 1 a09-26957_2sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. )

LaserLock Technologies, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

51807L101

(CUSIP Number)

Paul F. Klapper c/o LaserLock Technologies, Inc. 837 Lindy Lane Bala Cynwyd, PA 19004 610-668-1952

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 10, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(Continued on following pages)

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CUSIP No. 51807L101 — 1	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Paul F. Klapper
2	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e) o
6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 53,672,500 Shares (1)
	8	Shared Voting Power 0 Shares
	9	Sole Dispositive Power 53,672,500 Shares (1)
	10	Shared Dispositive Power 0 Shares
11	Aggregate Amount
Beneficially Owned by Each Reporting Person 53,672,500 Shares (1)
12	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class
Represented by Amount in Row (11) 41.3%(2)
14	Type of Reporting Person
(See Instructions) IN

(1) These shares consist of:

(i) 48,750,000 shares acquired on September 10, 2009, by Clydesdale Partners II, LLC (“Clydesdale”). The Reporting Person is the Manager of Clydesdale Ventures II, LLC (“Ventures”), which is in turn the Manager of Clydesdale. These which shares were acquired in exchange for $260,000 original principal amount of the Issuer’s 10% Convertible Promissory Notes due August 31, 2008 (the “Notes”). The Notes were amended on such date to be convertible into shares of the Common Stock (as defined below). Prior to such amendment, the Notes were convertible into shares of the Issuer’s Series A Preferred Stock, which is non-voting and non-convertible; and

(ii) 4,922,500 shares owned by PFK Acquisition Group II, LLC (“PFK Acquisition”), of which the Reporting Person is also the Manager.

The Reporting Person may be deemed to be the beneficial owner of the shares held by the foregoing entities.

(2) Based on 76,140,506 shares of Common Stock outstanding as of August 31, 2009.

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CUSIP No. 51807L101

Item 1.	Security and Issuer.
This Schedule 13D (the “Schedule”) relates to the common
stock, $0.0001 par value (“Common Stock”) of LaserLock Technologies, Inc.
(the “Issuer”). The principal
executive offices of the Issuer are located at 837 Lindy Lane, Bala Cynwyd,
PA 19004.
Item 2.	Identity and Background.
(a) Name of Persons Filing: This Schedule
13D is being filed on behalf of Paul F. Klapper, a beneficial shareholder of
the Issuer. The person named in this paragraph is sometimes referred to
individually herein as the “Reporting Person.” (b) Address of Principal Business Office or if None,
Residence: The Reporting
Person’s business address is: 201 Spear Street, Suite #1150, San
Francisco, California 94105 (c) The Reporting Person is the Manager of Clydesdale
Ventures II, LLC, which is the Manager of Clydesdale Partners II, LLC. He is
also Manager of PFK Acquisition Group II, LLC which entity owns 4,922,500
shares of the Common Stock. (d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). (e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws was issued nor a finding of any
violation with respect to such laws was made. (f) The Reporting Person is a United States citizen.
Item 3.	Source and Amount of Funds or Other
Consideration.
These shares consist
of: (i) 48,750,000 shares acquired on September 10,
2009, by Clydesdale. The Reporting
Person is the
Manager of Ventures, which is in turn the Manager of Clydesdale. These shares were acquired in exchange for
$260,000 original principal amount of the Notes. The Notes were amended on such date to be
convertible into shares of the Common Stock.
Prior to such amendment, the Notes were convertible into shares of the
Company’s Series A Preferred Stock, which is non-voting and
non-convertible; and (ii) 4,922,500 shares owned by PFK
Acquisition, of which the Reporting Person is also the Manager. The
Reporting Person may be deemed to be the beneficial owner of the shares held by the foregoing
entities. The Notes and shares were originally acquired by
Clydesdale and PFK Acquisition with their working capital.

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CUSIP No. 51807L101

Item 4.	Purpose of Transaction.
Clydesdale has acquired
the Common Stock of the Issuer for investment purposes only. With the exception of the foregoing, neither the
Reporting Person, Clydesdale nor PFK Acquisition has any present plan or
proposal that relates to or would result in (i) the acquisition of
additional securities or the disposition of securities of the Issuer by any
person, (ii) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of
assets involving the Issuer or any of its subsidiaries, (iii) any change
in the Issuer’s present Board of Directors or management, (iv) any
material change in the Issuer’s present capitalization or dividend policy or
any other material change in the Issuer’s business or corporate structure, (v) any
change in the Issuer’s charter or by-laws or other actions that may impede
the acquisition of control of the Issuer by any person, (vi) any change
that would result in any class of the Issuer’s equity securities becoming
eligible for termination of its registration pursuant to the Securities
Exchange Act of 1934, as amended, or (vii) any similar action. However,
the Reporting Person, Clydesdale and PFK Acquisition each reserve the right
to formulate plans or proposals specified in clauses (i) through (vii) hereof.
Item 5.	Interest in Securities of the Issuer.
(5)(a) Number of Shares beneficially owned by the Reporting
Person: The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by the Reporting Person named in Item 2
may be found in rows 11 and 13 of the Cover Page relating to the
Reporting Person, which is hereby incorporated by reference. (5)(b) Number of shares as to which such person has: The powers that the Reporting Person identified in the preceding
paragraph has relative to the shares discussed herein may be found in rows 7
through 10 of the Cover Page relating to the Reporting Person, which is
hereby incorporated by reference. 5(c) All transactions in the class of
securities reported on effected by any of the persons named in Item
5(a) during the past 60 days may be found in Item 3. 5(d) None. 5(e) Not applicable.

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CUSIP No. 51807L101

| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | | --- | --- | | Neither the Reporting Person, Clydesdale nor PFK Acquisition has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | | | Item 7. | Material to be Filed as Exhibits. |

Exhibit Name

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CUSIP No. 51807L101

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The undersigned hereby express our agreement that this Schedule 13D is filed on behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange Act.

September 21, 2009
Date
Paul F. Klapper
Signature
Paul F. Klapper
Name/Title

Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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